Princeton Review (REVU) 8-K All statements in this presentation that are not historical are forward-looking statements within

NASDAQ: REVU

Corporate Presentation

September 2010

©

2010 The Princeton Review, Inc. –

All Rights Reserved

Exhibit 99.1

Safe Harbor Statement

2

All statements in this presentation that are not historical are forward-looking statements within

the meaning of Section 21E of the Securities Exchange Act of 1934.  Such forward-looking

statements may be identified by words such as "believe," "intend," "expect," "may," "could,"

"would," "will," "should," "plan," "project," "contemplate," "anticipate," or similar statements.

Because these statements reflect The Princeton Review's current views concerning future

events, these forward-looking statements are subject to risks and uncertainties. The Princeton

Review's actual results could differ materially from those anticipated in these forward-looking

statements as a result of many factors, including, but not limited to, demand for the company's

products and services; the company's ability to compete effectively and adjust to rapidly

changing

market

dynamics;

the

timing

of

revenue

recognition

from

significant

contracts

with

schools

and

school

districts;

market

acceptance

of

the

company's

newer

products

and

services;

continued federal and state focus on assessment and remediation in K-12 education; and the

other factors described under the caption "Risk Factors" in The Princeton Review's most recent

Form 10-K filed with the Securities and Exchange Commission, and in its other filings. The

Princeton

Review

undertakes

no

obligation

to

update

publicly

any

forward-looking

statements

contained in this presentation.

In addition, in this presentation we use two non-GAAP financial measures: combined adjusted

EBITDA and combined adjusted EBITDA margin.  Please see the appendix at the end of this

presentation for discussion of the use of non-GAAP measures and reconciliation of non-GAAP

measures to GAAP.

NASDAQ: REVU

Investment Highlights

•

Well positioned

in a growing education

space

•

Two strong, industry-leading brands

in

the education market

•

Investing heavily in game-changing

strategic growth initiatives

•

Lower regulatory risk

than other

education companies due to limited

exposure to Title IV & gainful employment

regulations

•

Solid financial platform

with strong cash

flow and significant liquidity

3

NASDAQ: REVU

NASDAQ: REVU

Online Education: Double-Digit

Growth Continues

4

NASDAQ: REVU

Source: Eduventures. (12/9/09). Hot Programs and Hot Markets – Pearson Learning Solutions Summit. Las Vegas, NV. 

Two Strong Brands, Plus

New Partnerships

5

NASDAQ: REVU

Segment

Career training &

enhancement

Career training

partnerships

Test prep & college-

readiness

Core

Competencies

•

Online distribution

& marketing

•

Student acquisition,

delivery & retention

•

Highly recurring

revenue model

•

Leverage the

competencies of

legacy businesses

•

Insulated from gov’t

policy regarding

tuition assistance

•

Comprehensive,

diverse, high-quality

solutions

•

“Stable”

business

•

National

distribution

TTM

Rev

¹

$98

million

²

NA

$111

million

³

Founded

1890

2010

1981

A Leader in Test Prep & Online Education

6

NASDAQ: REVU

¹

Trailing 12 months through Q2 2010.      

²

2009 quarterly revenues are pre-acquisition estimates.        

³

Test Prep Services segment revenues only

Leading Online Career Education

Oldest, largest, most recognized online career education provider in the country

7

Serve students through three schools:

1.Career School

•

Programs in allied health, business, technology &

trade

•

100+ diploma/certificate programs in 9 categories

2.College

•

Bachelor degrees: criminal justice, business mgmt.

•

Also 21 associate degrees in 9 categories

3.Virtual High School

•

One of the largest regionally accredited virtual

high schools in country

•

~50,000 students enrolled in core, elective, AP

courses

NASDAQ: REVU

Penn Foster: Differentiated

Approach to Online Education

8

•

Online

degree,

diploma

&

certificate

programs

for

~207,000

students

worldwide

•

Business model NOT dependant on students receiving Title IV Federal

Student

Loans.

Shielded

from

changes

in

gov’t

policy

regarding

tuition

assistance.

•

Positioned as value alternative to other for-profit schools:

•

Courses are instructor-supported, not instructor-led

•

Reduces costs of delivery, keeps prices low

•

Targets “non-traditional”

students 25 and older

•

~80% enrollments generated online

•

Highly recurring revenue business model

NASDAQ: REVU

Penn Foster Creates the Platform to Leverage

Strategic Ventures

9

NASDAQ: REVU

National Labor College Joint Venture

“The College for Working Families”

10

•

Online college for AFL-CIO’s 11.5 MM members

and their families

plus 4 MM+

other union members

•

Technical & financial resources of REVU, with educational

experience of NLC, creates affordable/accessible programs

•

Exclusive access to sell Penn Foster programs

•

Not subject to 90/10 rule or gainful employment restrictions due

to

ownership interest

•

Typical student will take 15 -

20 units per year at $250 -

$300 per

unit

•

Signed April 2010; enrollments expected to begin 2011

NASDAQ: REVU

Community College Allied Health

Care Partnership

11

•

Partnership with community colleges to expand

distance & hybrid learning opportunities

•

Resolves pressing issues of:

1.

Long waiting lists

2.

No capital to expand facilities

3.

No resources to invest in distance learning

•

Example: Bristol Community College, Mass.

•

Offers degree programs in general health

science, medical info & coding, massage

therapy

•

Enrollments have begun for Fall 2010

•

Negotiations with other community colleges

underway

NASDAQ: REVU

The Preeminent Name in Test Prep

The

Princeton

Review

is

one

of

the

most

widely

recognized

brands

in

test

prep

12

Centers covering 70% of nation in all major categories:

•Classroom -based

•

18-30 hours, instructor-led

•

Sold direct to consumer & K-12 institutions

•Tutoring

•

Includes both private & small group sessions

•

Highest-end offering for all admission tests

•Online

•

Online only, or online w/ classroom or tutoring

•

Ideal for flexibility & expedited courses

•Other

•

Royalties from ~170 print/software titles & international franchises

Test Prep Segment Revenue

Contribution - YTD 2010

Online

4%

Other

8%

Class-

based

65%

Tutoring

23%

NASDAQ: REVU

An Under-penetrated Test Prep

Market

13

•

Two lead players, The Princeton Review and Kaplan, collectively

have ~ 45% market share, while third largest player has < 3%

•

Historically, The Princeton Review has served ~2% of test takers

through higher-end preparation products and ~25% of test takers

through book sales

•

Opportunity to drive significant growth through innovative

products that address the needs of a larger set of students

NASDAQ: REVU

NASDAQ: REVU

Financial Review

14

NASDAQ: REVU

$90

$93

$109

$110

$111

$75

$81

$89

$96

$98

2006

2007

2008

2009

TTM

Jun 2010

Penn Foster

Revenues¹

Princeton

Review Test

Prep

Revenues²

$165

$174

$198

$209

$206

Two Stable, Steady-Growth Businesses

15

1

2006 -

2009 Penn Foster revenues are based on pre-acquisition stand-alone results.  Penn Foster revenues for 2006, 2007 and for the six months ended

December 31, 2009 (as included in the TTM June 2010 results) are

estimated

based on unaudited financial results.

2

Represents stand-alone Test Preparation Services revenue.

3

Guidance issued 3/11/2010. Includes 2010 revenue from SES Services.

2010 Guidance³:

$225 -

$230 MM

($ in MM)

NASDAQ: REVU

Increased Company Profitability

16

Combined Adj. EBITDA¹

1

Refer to slides 21-to-23 for discussion of use of non-GAAP measures and reconciliation of Non-GAAP measures to GAAP.

2

2006 -2009 results are based on Penn Foster pre-acquisition stand-alone results and The Princeton Review stand-alone results. Penn Foster’s

financial results for fiscal 2006, 2007 and quarterly results for six months ended December 31, 2009 (as included in the TTM ’10 results above)

are estimated based on unaudited financial results.

3

Guidance issued 3/11/2010.  Includes financial results of SES Services.

Combined

Adj. EBITDA1

($ in MM)

Combined Adj.

EBITDA Margin1

(%)

2010 Guidance³:

12 –

14% Adj.

EBITDA Margin

Liquidity

Aug 2010 refinancing of revolver:

•Increased liquidity

•Lowered interest rate

•Provided additional covenant flexibility

Debt

Q2 2010 net debt¹

of $97 MM is 3.7x TTM

combined adjusted EBITDA

Capex

•

Large 2010 capex

to support

infrastructure build and Penn Foster

integration

•

Capex

in core businesses expected to

decline significantly in 2011

Solid Financial Condition

Capital Structure Supports Growth Initiatives

17

¹Total debt less cash and cash equivalents.

NASDAQ: REVU

REVU Key Takeaways

•

Well positioned

in a growing education

space

•

Two strong, industry-leading brands

in

the education market

•

Investing heavily in game-changing

strategic growth initiatives

•

Lower regulatory risk

than other

education companies due to limited

exposure to Title IV & gainful employment

regulations

•

Solid financial platform

with strong cash

flow and significant liquidity

18

NASDAQ: REVU

NASDAQ: REVU

For More Information

19

The Princeton Review, Inc.

111 Speen

Street, Suite 550

Framingham, MA 01701

Tel 508.663.5050

Company Contact

Chris Kasper, CFO

Tel 508.663.5146

Investor Relations

Liolios

Group

Scott Liolios

or Cody Slach

Tel 949.574.3860

info@liolios.com

NASDAQ: REVU

Appendix

20

NASDAQ: REVU

NASDAQ: REVU

Use of Non-GAAP Financial Measures

21

The Princeton Review (the “Company”) presented the following non-GAAP financial measures within this presentation: Combined Adjusted

EBITDA and Combined Adjusted EBITDA Margin percentage.  The Company defines Adjusted EBITDA as operating income (expense) from

continuing operations before depreciation and amortization, restructuring expense, acquisition expense, stock-based compensation and other non-

cash income and expense items, plus cash other income (expense) items. Combined Adjusted EBITDA within this presentation for periods prior to

the Company’s acquisition of Penn Foster Education Group, Inc. (“Penn Foster”) is based on the stand-alone results of the Company and Penn

Foster, respectively.  Combined Adjusted EBITDA Margin percentage is determined by dividing Combined Adjusted EBITDA by the sum of stand-

alone revenues of the Company and Penn Foster for the periods presented.  

Penn Foster’s financial results for fiscal 2006, 2007 and quarterly results for the six months ended December 31, 2009 included in this

presentation are estimated results and have not been audited or included in any filing with the SEC.  The combined, non-GAAP results should not

be used as substitute to any unaudited pro-forma combined statements of operations presented in our filings with the SEC which are prepared in

accordance with GAAP.

We believe that Adjusted EBITDA can facilitate operating performance comparisons from period to period and company to company by backing

out potential differences caused by variations in tax positions, capital structures (affecting interest expense), the lives, methods and purchase

accounting impact on fixed and intangible assets (affecting depreciation and amortization expense) and one-time charges not expected to reoccur

in the future. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to

net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from

operating activities as a measure of our profitability or liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider

them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: 

Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; 

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; 

Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on

our debts; 

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced

in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and 

Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

NASDAQ: REVU

GAAP to Non-GAAP Reconciliation: 2006-

2007

22

The Princeton Review, Inc. and

Subsidiaries

Penn Foster Education Group,

Inc.

Combined (Non-GAAP)

Year ended

December 31,

2006

Year ended

December 31,

2007

Year ended

December 31,

2006

Year ended

December 31,

2007

Year ended

December 31,

2006

Year ended

December 31,

2007

(8,110)

(23,515)

(358)

1,531

(8,468)

(21,984)

Depreciation and amortization

4,962

4,330

2,155

6,228

7,117

10,558

Restructuring

-

8,853

-

-

-

8,853

Stock based compensation

791

3,459

-

-

791

3,459

Impairment of investment

300

1,000

-

-

300

1,000

Transition and other costs (1)

-

4,237

104

599

104

4,836

Management fees (2)

-

-

1,772

743

1,772

743

Penn Foster expenses associated with divestitures (3)

-

-

2,652

1,547

2,652

1,547

Other income, excluding items (see reconciliation below)

(34)

57

-

-

(34)

57

Adjusted EBITDA

(2,091)

(1,579)

6,325

10,648

4,234

9,069

Reconciliation of other (expense) income, net to other

(expense) income, excluding items:

Other (expense) income, net

(34)

(7,558)

-

-

(34)

(7,558)

Loss from change in fair value of derivatives

-

7,615

-

-

-

7,615

Other (expense) income, excluding items

(34)

57

-

-

(34)

57

(1)

The Princeton Review incurred certain transition costs as a result of changing audit firms and moving certain functions from New York City to Boston that did not qualify as restructuring

charges for GAAP purposes, including consultants utilized to assist in moving finance operations to the Boston area and non-cash charges recorded due to the new management team’s decision

not to continue certain projects in progress. 

(2)

Monthly fees charged Penn Foster by its previous owners for services provided by its affiliated private equity interests.  Similar fees were not incurred following the acquisition by The

Princeton Review.

(3)    Expenses totaling $1,547 and $2,652 for the years ended December 31, 2007 and 2006, respectively, consisted primarily of legal and accounting fees associated with matters related to

Penn Foster’s sale on March 27, 2007.

Operating (loss) income from continuing operations

NASDAQ: REVU

GAAP to Non-GAAP Reconciliation: 2008-TTM

Q2’10

23

The Princeton Review, Inc. and Subsidiaries

Penn Foster Education Group, Inc.

Combined (Non-GAAP)

Year ended

December 31,

2008

Year ended

December 31,

2009

Trailing

Twelve

Months

Ended June

30, 2010

Year ended

December

31, 2008

Period from

January 1,

2009 to

December 7,

2009

Trailing

Twelve

Months

Ended June

30, 2010

Year ended

December

31, 2008

Year ended

December

31, 2009

Trailing

Twelve

Months

Ended June

30, 2010

1,830

(10,100)

(24,854)

8,188

(3,066)

(6,816)

10,018

(13,166)

(31,670)

Depreciation and amortization

4,665

8,347

24,248

6,154

5,822

2,748

10,819

14,169

26,996

Restructuring

2,233

7,711

5,584

-

-

-

2,233

7,711

5,584

Acquisition expenses

-

2,984

5,357

-

-

-

-

2,984

5,357

Stock based compensation

3,868

2,979

3,880

-

-

-

3,868

2,979

3,880

Acquisition related adjustment to revenue

-

135

821

-

-

-

-

135

821

Non-cash inventory write-off to cost of

goods and services sold

-

-

942

-

-

-

-

-

942

Management fees (1)

-

-

-

429

370

155

429

370

155

Penn Foster expenses associated with divestitures (2)

-

-

-

920

14,549

14,289

920

14,549

14,289

Other income, excluding items (see reconciliation below)

81

261

3

-

-

-

81

261

3

Adjusted EBITDA

12,677

12,317

15,981

15,691

17,675

10,376

28,368

29,992

26,357

Reconciliation of other (expense) income, net to other

Other (expense) income, net

81

(517)

(988)

(817)

6

-

(736)

(511)

(988)

Loss from extinguishment of debt

-

878

1,832

-

-

-

-

878

1,832

Gain from change in fair value of derivatives

-

(100)

(795)

-

-

-

-

(100)

(795)

Interest income

-

-

-

(94)

(6)

-

(94)

(6)

-

Loss on sale of investment

-

-

-

926

-

-

926

-

-

Other

(46)

(15)

-

-

(15)

-

(46)

Other income, excluding items

81

261

3

-

-

-

81

261

3

Operating (loss) income from continuing operations

(expense) income, excluding items:

(1)    Monthly fees charged Penn Foster by its previous owners for services provided by its affiliated private equity interests.  Similar fees were not incurred following the acquisition by the Company.

(2)    Includes transaction bonuses, professional fees and other expenses related to Penn Foster’s sale to the Company on December 7, 2009 totaling $13,872 for the period from January 1, 2009 to  

         December 7, 2009, including $13,734 that was funded by Penn Foster’s previous owner.  Expenses totaling $920 for the year ended December 31, 2008 and the remaining $677 for the period from

         January 1, 2009 to December 7, 2009 consisted primarily of legal and accounting fees associated with matters related to Penn Foster’s sale on March 27, 2007.